The Totally Amazing Spider-Man
by BrawlerGamer
Summary: There's a new guy at Beverly Hills High and both Clover and Sam take an immediate interest in him for different reasons. A few days later, the girls are given a mission by Jerry to track down and recruit a mysterious masked vigilante who suddenly showed up in town calling himself Spider-Man.
1. The New Boy

**The Totally Amazing Spider-Man**

**Author's Note: For those that read my first story, don't worry, I'm not abandoning it. I just wanted to get this idea out first.**

Beverly Hills, California. A place that literally speaks 'latest fashion' the moment you step foot in the city. Every single building in the business area is tall and fancy competing among themselves to get the citizens as their customers. Even the schools in Beverly Hills are fancy looking, and Beverly Hills High School is no exception. One look at the school and any tourist would believe it was a private school where a bunch of spoiled rich brats attend. However, the truth is far from it. Believe or not, Beverly Hills High is actually a public school, and while it does have its fair share of rich, snobby, and preppy students, a majority of the students are middle class. It is here at this very school in the middle of the school year that our story begins.

As the school buses pulls into the parking lot opening their doors, thousands of students pours out of them, some eager to meet their friends and hang out before another school day actually starts, while others are simply going to their lockers and putting away whatever they don't need yet. While most of the buses are empty in matter of seconds, one particular bus still holds one student. A boy, who looks probably no older then 15, reluctantly exits the bus and looks on at the school. After some time, he closes his eyes and sighs. He didn't mind moving here in the first place seeing as back at his old school, he didn't have a single friend. But personally, he would rather have been back at his new house helping his old aunt unpack for the first few days before attending his new school. But his aunt had insisted that he go to school instead due to him missing many days of school already before and during their move. Making his way pass the various students (getting a few looks now and then) and entering the building, he finds the principal's office fairly easy and knocks on the door.

"Come in," says a female voice.

The boy opens one of the two doors and enters inside to see a woman around her 30s sitting behind a desk. She wore glasses, had blonde hair that was tied in a bun, and wore a blue business suit with a green dress shirt underneath.

"Hi, I'm the new student," the boy simply said.

"Ah yes, I've been expecting you. I'm Principal Jenkins. Your transcript from Midtown High looked very promising. I'm sure you'll fit in perfectly fine here at Beverly Hills High," said Principal Jenkins as she grabbed a paper sheet from her desk, got up of her chair, and approached the boy.

"Here's your schedule for your classes," said Principal Jenkins, and handed him the schedule. The boy took a moment to look over his class schedule. "If you have any questions, please don't hesitate to come ask me."

"Ah… yeah… sure thing…" the boy said awkwardly. "Well, I'd best find my locker and get to class," and just like that he exited the principal's office.

Little did he know was that 3 figures were watching him when he left the principal's office. "Well Well girls, what have we here? A new loser I see," said one of them with an evil smile, apparently the leader of the group. "Put him on the top of my 'things to do today' list." And with that they too went their separate ways.

Elsewhere within the school, another trio of girls are currently spending some time together before the start of 1st hour. These three girls are Samantha Simpson, Clover Manson, and Alexandra Vasquez. Believe it or not, while on the outside they look like normal everyday teenager girls. All three of them are secretly spies for an agency named the World Organization Of Human Protection or W.O.O.H.P. for short. The three of them together make up one whole spy team. But while they are a spy team, their friendship is not a cover but the real thing. In fact, their lives have intertwined so much it's almost as if destiny had arranged from the beginning for them to become great friends. All three of them moved to Beverly Hills at same time, visited Beverly Center at the exact moment (even if they all went to different departments), had the same first spy test without knowing it (set up by W.O.O.H.P. founder, Jerry himself), and later found out that they attended the same high school as new students. The three of them have attended Beverly Hills High for a whole year now. And despite always being deployed on missions at the worst time possible, they've all managed to pass all their classes from last year.

The girl with white skin tone, long red hair with her bangs simply held back with a pin, and emerald green eyes is Samantha, Sam for short. Of the three girls she's the most intelligent, and her intelligence has gotten her and the girls out of many tight spots during their missions. The one with medium-short blonde hair down to her cheeks with blue eyes and white skin as well is Clover. Your typical teenage girl, Clover is obsessed with fashion, cares about her appearance, a shopaholic, and boy-crazy. In fact, almost on all of their missions, Clover has flirted with any boy she deemed as cute. Lastly is Alexandra, Alex for short. She has light brown eyes and short black hair cut in a bob and dark skin. Alex is the most athletic of the three girls. Despite this, she's also the clumsiest. During their missions, she always either charges in without much thought, or mishandles their many gadgets for their missions. Currently, the three of them were just reminiscing on their last mission.

"Too bad really, like just think about it girls it was totally fun having a perfume made from our very own sweat. I mean it might as well had our signatures on it!" said Clover.

"Not to mention very useful. Good thing Jerry wasn't too mad at us for using it on him," Sam giggled at the memory, and was joined in by Alex and Clover as well.

"Yeah but if we had to constantly sweat ourselves just to make it, it really isn't worth it. Especially since it doesn't even smell good" added Alex, and the other girls agreed.

"Hah! Your own Perfume? Please, you three losers couldn't own your own perfume even if you had the money," said a high pitch nasally voice that caused all three girls to have annoyed looks on their faces as they turned to the source.

Standing in front of them were three other girls. The one standing in the center was Mandy, having long black hair and violet eyes. The one to Mandy's left was Dominique, having blue eyes and peach skin, and dark red hair styled similar to Alex's. While the one on Mandy's right with long and curly black hair, dark skin, and green eyes was Caitlin.

"Mandy," growled Clover, the hatred strong in her voice.

"Face it you three losers, if anyone was gonna have their own perfume it would be me," Mandy insulted them and laughed as she went off followed by her two lackeys.

With their good mood clearly ruined, all three girls started making their way to their separate classes, they were still together for a little longer before having to split up.

"Ugh! Who does she think she is!" vented Clover still fuming over the encounter. All three girls were so focused on thinking of how to get back at Mandy; they didn't notice they were about to literally crash into someone until it was too late.

"Ah!" all four of them tumbled down to the floor.

"Rude much! Watch where you're going next time you jerk!" Clover yelled.

"I-I'm sorry! I didn't mean to-I wasn't paying attention!" the boy cried out nervously as he tried to quickly pick up all his books and papers that had scattered during the collision. It was at this time that Clover had a good look at the boy.

The boy looked about her age. He had brown eyes and short brown hair that was a bit shaggy and wore a simple long sleeve red shirt, blue jeans, white socks, plain black sneakers, and had an old looking blue backpack behind him. His choice of clothes was clearly way out of fashion but despite that, he was awfully cute. Cute enough to the point that even his way out of fashion clothes looked good on him.

"Oh, like no. I'm sorry, I was much too harsh, "Clover quickly said. With that being said, all three girls helped the boy gather up all his stuff, which was a lot.

"Uh… thanks…" said the boy as the girls handed him his stuff. "Sorry again… I gotta go," and he stormed off after that.

"Hey, wait!" Clover called after, but the boy was soon lost in the crowd of scrambling students.

"Who was that?" Alex questioned while looking at the hallway the boy had left in.

"I don't know. I've never seen him before," said Sam, while also staring at the same hallway.

"He was really cute," Clover commented sadly, "I wonder if we'll meet him again. We didn't even get his name."

"Well, what did you expect? You scared him off after you yelled at him." Alex replied.

"Hey! Like it's not my fault! I was still angry over what Mandy said!"

Alex was about to retort until the bell rang, signifying that 1st period had started.

"Oh no! Girls! WE'RE LATE!" cried Sam. And without a second to waste, all three girls dashed their separate ways towards their first class.

After apologizing to Mr. Roberts for being late, Sam took her seat and waited for Chemistry to start. Once Sam took her seat, Mr. Roberts got up from his seat and cleared his voice.

"Well class, before we begin, we have a new student I'd like to introduce. He just came here from Midtown High School, all the way from Manhattan, New York." Many students had awe faces at the mention of where this new student was from.

Sam looked at the door and was surprised as the same boy, who she and the girls had just bumped into earlier, entered the class and stood next to Mr. Roberts, all the whole while looking very uncomfortable for all the attention.

"Class, meet Peter Parker."

**Author's Note: Well I hope you all like the first chapter, sorry if its a little long. I had fun writing this chapter, you have no idea how hard it was trying not to mention Peter's name until the very end. In the end, I'd say it worked out really well.**


	2. Attempts to befriend Peter Parker

**AN: Here's ch. 2, I don't promise that the next few chapters will be as fast as this one though. Thank you everyone who has enjoyed my story so far, I hope I can continue to meet your expectations.**

**Guest: Thank you and I have a good idea of how I want it to go so I hope it doesn't disappoint.**

**MidnightMoon101: I'm glad you enjoyed the concept. I hope it doesn't disappoint as I develop it**

**Spidey Legend: Yes, I've got a few ideas on how some of Spidey's villains are going to be introduced into Beverly Hills. Lets just say that they'll also be on WOOHP's wanted list as well. And don't worry, I plan on having Peter and the girls take on villains from both of their universes.**

Peter tried his best to smile as he waved sheepishly at the class. He hated how he was acting right now. This was suppose to be a clean fresh start for him, instead it felt like Midtown all over again. It didn't help that after Mr. Roberts had introduced him, all the other kids were either sharing looks with each other or whispering among themselves.

"Well then, does anyone here have a question for Peter?" asked Mr. Roberts. No one raised their hands, which Peter was thankful for.

"Then in that case, let's get started. Peter, why don't you sit next to Ms. Simpson over there?" Mr. Roberts pointed to an empty seat next to a girl with red hair. When Peter came close enough, he recognized the girl as one of the three girls he had ran into earlier and became even more nervous than he already was.

"Hi, I'm Samantha Simpson," greeted Sam trying to be friendly, "My friends call me Sam."

"Peter Parker."

"Okay class," Mr. Roberts began, "yesterday, we left off on the elements and compounds of nature, let's review. Who can give me the definition of an element?"

Everyone including Sam were surprised to see Peter raise his hand seeing as he was still new.

"It's a substance that cannot be broken down by methods of a chemical change."

"Well said Peter!" said Mr. Roberts, clearly impressed, "Now then who can tell me what a vertical column of elements on the periodic table is called?"

Sam raised her hand for this, "They're called a family."

"Excellent Sam, but why are they called a family? It's not like they can give birth to each other." The whole class burst into laughers at Mr. Roberts' joke, and it was Peter again who answered the question.

"Because all the elements in that column all have similar chemical properties, for example, all the elements in the first row on the periodic table are known as the Alkali metals. All of them are soft enough to be cut with a knife and are all highly reactive to even room temperature. Because of this they're usually stored in oil so they don't react with the air."

If the entire class were not jaw dropped before, they certainly were now. Even Sam was amazed at Peter's answer. She was one the smartest students at Beverly Hills High along with Arnold Jackson. But it seemed Peter was really smart himself. Well, at least in the science department anyways. And throughout the whole class, Peter continued to impress Sam again and again.

Once the bell rang to signal the end of 1st hour, Sam tried to catch up with Peter.

"Hey Peter, wait up!" she called after.

Peter tensed up as Sam approached him.

"You did a really great job back there," praised Sam. She wanted to learn more about this mysterious new boy. Arnold Jackson may be smart, but he was too nerdy and geeky for Sam's taste. Peter on the other hand seemed different.

"Uh, thanks… Science was my favorite subject back at my old school."

"It really shows. So what was it like in New York?" asked Sam, trying to start a conversation. She may have had missions where she had to go there, but because of the mission, she never really got the chance to enjoy it there.

"Well, you know, it's always busy around there, even in the homes and apartments districts." There was a sudden long awkward silence with either one of them saying anything. "Um… Sorry, I gotta get to my next class." was all Peter said before running off.

Sam didn't know how she was suppose to feel on that. She had tried being friendly towards him and he just rushed off first chance he had.

3rd period was about to begin and so far Jerry had decided not to literally suck the girls from their lives and into a mission. Clover was glad for that; it was always unpleasant whenever he did that. Why he doesn't just call them like a normal person would, she would never know. But her mind really wasn't on that now. She thought back to the mysterious new boy who she and the girls had run into. Clover was brought out of her thoughts though when she heard Ms. Brooks' voice.

"Now class, we have a new student who will be joining us today. I want all of you to make him feel welcomed."

Clover wasn't expecting to see the same boy earlier that day enter the classroom.

'Speak of the devil'

"Everyone this is Peter Parker," said Ms. Brooks. "And he just moved here from New York."

Everyone could be heard saying "Whoa" in a surprised voice; New York was literally on the other side of the United States. That is a LONG way of travel from California.

"Now then Peter, you can take a seat next to Ms. Manson," said Ms. Brooks and pointed to the empty seat next to Clover. 'Score!' was all Clover could think of.

Peter however, hated his luck right now. First, he had to sit next to the redhead of the group of girls he bumped into earlier that day, now he had to face the blonde of that group as well. And her outburst after they had collided reminded him of Liz Allen, a blonde hair girl back at Midtown who he had a crush on, but was also one of his tormentors.

"Hi there, I'm Clover Manson by the way."

"I'm Peter Parker."

After finishing her lecture speech on the subject of the day for Algebra, Ms. Brooks assigned the class homework for tomorrow, and gave them the remainder time left to get a head start on it. About 15 minutes in, Peter stopped working and eyed the clock.

"Mr. Parker, I assume you're done?" asked Ms. Brooks in an annoyed tone.

"Actually… yes, I am Ms. Brooks," this got everyone in the class to look up from their work and stare in disbelief.

"Would you mind then, if I check it now?" Ms. Brooks challenged, obviously not buying it.

Peter shrugged, "Sure thing." and he got up from his seat and handed his paper in.

Ms. Brooks adjusted her glasses and took a moment to look over Peter's paper. Every time she passed an equation, her eyes continued to widen. Eventually it got up to the point where one would think they were about as big as the lenses on her glasses.

"Well, why, I do say Mr. Parker, I'm impressed, not only did you finish in record time, you got every equation correct!"

Everyone in the room could be heard whispering "No way." Clover was stunned by what she heard. But she quickly recovered from the shock and had a sly smile. She knew the perfect excuse to approach Peter.

"Hey Peter, can you like help me out with my homework after class?" Clover asked in a whisper after Ms. Brooks returned to her desk.

"Sure, but why not now?"

"Oh you know, Ms. Brooks is very strict and all so she might think it's like something else. Plus then we'd be alone where no one could bother us."

Peter had a bad feeling about this, and it wasn't the kind that involved his Spider-Sense. Before he had his spider powers, Liz had asked him the same exact question. Of course he went with it then; he thought maybe Liz felt the same about him as he did. Boy was he wrong, not only did Liz not needed help with her homework, it turned out to be a set up along with Flash Thompson to humiliate him even more.

Once the bell for the end of class rang, Peter got up and left quickly before Clover even had a chance to speak to him. Clover just remained in her seat dumbfounded at what just happened.

After 4th period passed, it was finally time for Lunch, many students were eager to gossip with their friends, or find out what they had planned after school. With her fairly full tray in hand, Alex searched for her two girlfriends in the cafeteria. Once she found them sitting next to each other, she made her way towards their table. Coming closer to their table though, she saw that Clover looked really mad, all the while sipping down her drink from a lunch she packed through a straw. Meanwhile, Sam looked really upset as she just poked her food around with her fork.

"Wow, you two sure look dandy," Alex joked as she set down her tray and took a seat across from them. "What's on your minds?"

"Peter Parker" they said at the same time then faced each other and shared a look of surprise.

"Who?" Asked a confused Alex, she never heard of the guy.

"You remember the guy we bumped into today before 1st hour?" Alex nodded, "That's his name, and turns out he had Chemistry with me."

"Yeah, and he was in my Algebra class." Clover added.

"And this involves both of your bad moods, how?"

Sam sighed, "Well, the thing is he's very smart, at least, in the fields of science for me. Anyways, I tried befriending him after Chemistry since he just came here from New York. But he ran off on me when I was trying to start a conversation."

"Oh yeah? Well at least he didn't promise to meet you after class then just like blows you off!" Clover yelled, "Oh and he's good at Math too in case you're interested."

"Hey, isn't that him over there?" Alex pointed.

Sure enough, it was Peter, having just entered the cafeteria. Peter was about to get in line when he was pulled aside by a small hand.

"Hi there, you're new around here aren't you?" said Mandy.

"Uh, yeah, I am."

"Well in that case, I'm Mandy, and I insist on buying you a chocolate latte from the school's latte bar as a welcoming gift." She grabbed his hand and started dragging him along.

"Ah thanks, but I'm good" Peter tried to get free from her grip.

"No really I insist, my treat." Mandy continued to pull him towards her direction.

"Really, I don't want to be a bother."

"There's no need to be a gentleman. It's on me."

"There's really no need, besides I can get it myself."

"Now is that really any way to treat a lady who is offering you a gift?"

And that did it, Peter couldn't say no to that and was led towards the latte machine. Dominique and Caitlin had evil grins as they followed behind. Sam, Clover, and Alex were watching and knew right away what Mandy was up to. She had done the exact same thing to them on their first day here. It was one of the many main reasons why they were sworn enemies with Mandy in the first place.

Peter and Mandy stopped in front of a golden machine that was designed like the Monument in a way. It had a lever at the left and a few buttons for the different choices that were available, but the strangest thing of the machine was that it had a reel slot like thing at the center of it. Mandy went to the machine and pressed a few button combinations before turning back to Peter.

"I hope you like extra foam." She asked, her hand resting on the lever.

Peter shrugged, "Sure, doesn't really matter."

"In that case…" Mandy pushed down on the lever and stepped aside. The reel slot part of the machine began to spin for a while before stopping on 3 lattes with a cherry on top on each. A few moments later an empty white Styrofoam cup with a straw fell out. Right at this moment Peter's spider-sense began to flare up telling him to move aside right now. Peter trusted it and side stepped. It was a good thing he did, because just as he side stepped, latte mixtures began pouring out of the machine in a jet stream at the exact spot where Peter was originally standing. However, even though the mixtures missed its original target, it didn't go without taking a victim. Arnold Jackson just happened to be at the wrong place at the wrong time and took the impact of the mixtures, sending him right out into the schoolyard and crashing into a tree. The sticky components of the mixtures resulted in him being stuck to the tree's trunk.

Mandy's, Dominique's, and Caitlin's jaws hit the ground. No new kid has ever escaped Mandy's trap before. Sam, Clover, and Alex were also surprised. The only ones not surprised were all the other kids who thought Arnold was the intended target.

'That was a close one.'

"I don't know how you managed to avoid that, but you're still a loser to me." Mandy said angrily and stormed off, her two lackeys close by.

Peter sighed 'Well, I knew sooner or later it would happen. Even at a new school, this has managed to follow me here' He went back in line, got his lunch and sat at an empty table.

"Whoa, did you girls see that?" Sam asked.

"Yeah, and while I did like seeing the look on Mandy's face, I would have liked it too if he had gotten what was coming for him" Clover said, still bitter.

"C'mon Clover, that's a bit harsh don't you think?" Alex whined. Clover just closed her eyes, turned her head 90 degrees, and continued with her drink.

Alex then had an idea and got up from her chair while taking her tray with her.

"Alex, where are you going?" Sam called after.

"To get some answers" Alex called back.

Peter was sitting alone eating his pasta when he heard an unfriendly girl's voice.

"Ok mister, I want some answers and I want them now."

"Huh?" Peter looked up and saw a girl he recognized as the third of the group of girls that he crashed into that morning and groaned inwardly. 'Great, just my luck. Why does trouble seem to love me so much?'

"Two of my friends tried to make friends with you and you just left them hanging. What, you think just because you're from New York that you're automatically better than us?" Alex accused as she set her tray down on the table all the while eyeing him.

To say Peter was stunned at the accusation was an understatement. He dropped his fork and quickly raised both his hands up defensively, "No-no! It's nothing like that! Really!"

Alex sat down across from him and raised an eyebrow as if waiting for his explanation. 'Get a grip Parker! This isn't Midtown anymore! Both Flash and Liz are no longer in your life.'

"You see… the truth is… I'm socially awkward."

Alex smiled as if accepting his answer. "See, I knew there had to be a reason for you acting like that."

Peter was a little surprised at her sudden change in attitude, but brushed it aside. "Sorry, I guess it really didn't help that back in New York, I didn't have a single friend." He said looking down.

Alex wasn't expecting that answer. "You serious, not even one?" Peter shook his head while staring at his tray.

Alex smiled again, "Well I would love to be your friend, and I'm sure both of my friends would be happy to be friends with you as well." she then turned towards Sam and Clover and waved them to come over.

Once they sat down Alex explained. "Its okay girls, he was just shy that's all. Back at his old school he didn't have a friend."

Sam was taken aback, "Really?"

Peter shook his head, "No… I was the outcast and was constantly bullied by everyone there."

Clover was sadden by this recalling her memory "I know how that feels, back in elementary, I was constantly bullied, especially by this one boy simply because I was too easy to trick."

The three girls felt for the boy, sure they never socialized with Arnold, but they never joined in on the bullying and even stopped them if they ever saw any.

"Well I say we start over, how about you?" Everyone nodded in agreement. "I'm Alexandra Vasquez, but I prefer Alex."

"I'm Clover Manson"

"And I'm Samantha Simpson, my friends call me Sam."

"Peter Parker, nice to meet you all" And for the first time that day, Peter actually smiled, he went from not having a single friend, to having 3 in just one day.

**AN: I sorry if some of you felt Peter was too aloof. But as I stated in both the previous chapter as well as this one. My version of Peter here never had a friend during his time at Midtown High. If I recall correctly, mainstream 616 Peter, was exactly the same. He only met Gwen and Harry when he was in NYU and was aloof towards them as well until Harry confronted him. Also to those that are Totally Spies fans, sorry if I portray any of the girls wrong. I was only able to watch up to season 2 of the series before cable became too much to pay. And to those that do not know of the series, the principal and teachers that I used here are actual teachers in the series and not made up lol. I dont know what class Ms. Brooks actually teaches so I just placed her in the math department. Originally, I was gonna make her a History teacher to match both her strictness and her part in the episode she showed up in, but I suck at History and also too lazy to search it up so I made her a Math teacher instead. Lastly, there you have it, the beginning of the Sam/Peter/Clover Love Triangle. My take on the PeterxMJ vs PeterxGwen war. Funny thing is that Sam has MJ's hair but Gwen's personality while Clover is vice-versa.**


	3. Peter's past & meeting Aunt May

**Guest: Haha, sorry, I hope I didn't keep you waiting too long. You'll find my explanation on the Author's Note below.**

**Angel of Light173900: Yeah I knew that. however, for chapter 1, I wanted to give clues to the readers on who this 'mysterious boy' was without actually naming him until the very end of the chapter. For that I had to include the color red somehow without replacing the color black. I'm not going to bother much with clothes description/details unless its necessary so you're free to replace his red shirt with a blue one. The same goes with the girls' outfits. They've had so many different clothes throughout the seasons, I'm not going to go into it. At the most I'm still going to describe their catsuits.**

**MidnightMoon101: I'll cover that eventually, since no one here knows who he is, you can say he's not going to hold back as much like how he would in the comics, but he's definitely not going to show off to the point that he's always on top.**

**Dragonskyt: wow, I wasn't expecting to get a comment from you. I've seen some of your story ideas and they are very good. Thanks, I've thought of this idea for while now. Originally I was just going to place it for adoption and hope that a skilled writer would take it. But decided against it in the end. I hope I continue to go on the right path and keep your interest and earn a good opinion from you. As for your question, This Peter of mine is a mix of the comics, both movies, as well as many adaptions I've seen here on FanFiction. I chose certain aspects and qualities that I liked and merged them the best I could for my creation of Peter.**

**Mercwiththemouth: It just wouldn't be Spider-Man now if he didn't have his classic villains would it? That's a big of a hint I'm giving **

**highlander348: LOL right? with all the girl's gadgets and all? I promise you wont be disappointed there as there's going to be comedy involved. I'm already looking at a list of all the gadgets that's been introduced so far and selecting the ones I feel Jerry would give to them once the time comes. Sadly some gadgets lacks information on what they do. And of course, they would help out, especially if they see Spider-Man in trouble**

With all misunderstandings finally over with, Sam, Clover and Alex spent the rest of Lunch with Peter, getting to know more about him.

"So Peter, Clover said that you're good at Math as well?" Sam asked.

Peter nodded, "Yeah, actually I was a straight A student back at Midtown."

"Whoa, sounds like you could give both Sam and Arnold a run for their money." Alex was impressed. Most of the guys at Beverly Hills High were either just average in brains or plain stupid, Arnold being the exception.

Clover asked the next question, "So, are you like, a junior or something?"

"Actually, I'm a sophomore."

"Awesome, we're all sophomores too. I guess that means you're like 15 right?" Peter nodded.

"Were you in any sports or clubs back your old school, Peter?" Alex asked. Peter seemed like an athletic guy. He looked like he'd be great at either soccer or basketball.

Peter shook his head, "No I wasn't in any sports." Sam was a little disappointed at his answer, but understood why. If he was picked on back at his old school, joining any sports team was basically inviting more attempts to be bullied. "But I was part of the Yearbook club."

This got all three girls' attention. "You take pictures?" Clover asked, he didn't strike her as a photographer person. Peter nodded then looked into his backpack, took out his camera and showed the girls some of the pictures that he took when he was still in New York. It wasn't the famous buildings like the Empire State Building that got their attention, but rather the high angles of the shots that amazed them. Sure, they weren't the best photographers and knew only the basics of it, but never had they seen any pictures taken like how Peter had in his camera. They started to wonder just how Peter managed to get those dramatic shots.

"Whoa! You took these?" Alex squealed.

"Yep"

"But, how did you manage to get shots like these?" Sam asked. Judging from the angle of the shot, it seemed like Peter would have had to be standing on a roof or something.

Peter smiled and shook his head, "Sorry, that's my secret, if I told everyone that, I wouldn't stand out as much."

Clover nodded her head in acceptance; famous designers had their secrets on how they did their job too. It was always a battle trying to get your outfits to stand out the most from your competitions. "Either ways, I know the Yearbook club here will be way impressed with these shots. Our school also has a Photography Contest every year, in fact, you're lucky, that's like not until another 3 months."

Peter liked the sound of that; the contest really sparked his interest. Looks like Beverly Hills will be much better than Midtown after all.

"So Peter, you lived in New York City right?" Peter nodded. "Like where exactly in New York City did you live then?" asked Clover. Of the three of them, Clover's the most informed on things like hot male celebrities, current most popular pop song, latest fashion items, as well as popular cities in the US. New York City as she knew composed of five boroughs.

"Queens, New York."

Sam was puzzled, "But during Chemistry class, Mr. Roberts said you lived in Manhattan."

Peter scratched the back of his head slightly embarrassed, "Well you see, my aunt and uncle didn't really make that much, Midtown was the only school they could afford."

The three girls nodded their head in approval, even here at Beverly Hills, things weren't cheap. Alex then caught something and just had to ask.

"Wait, your aunt and uncle? What about your parents? Why aren't they also contributing to your education?"

At the mention of his parents, Peter lost his good mood and looked down sadly. The girls saw this and Alex wished she had not brought it up.

"Both of my parents died when I was only 4. Uncle Ben and Aunt May were my only living relatives and took me in to live with them."

All three of them weren't prepared for that. "Shocked" didn't even come close to describing their reaction. No wonder Peter was so quiet. Aside from being bullied, the guy lost both of his parents at a very young age. That had to mess someone up.

Clover and Sam didn't know what to say.

"I'm sorry, I shouldn't have brought it up," Alex regretted asking that question.

Peter shook his head, "No, its fine. Uncle Ben made sure I never forgot about them, and always told me stories of them. Like how they first met, as well as things he and my dad used to do when they were young. Aunt May also showed me pictures so I can remember their faces."

"So… how long have you've been in Beverly Hills?" Sam asked the first thing that came to mind, desperately trying to change the subject.

"We've only got here yesterday actually."

"What, that soon!" Clover couldn't believe it. "Like just how then, did you manage to find your way to Beverly Hills High on your first day?"

Peter smiled, "The school bus." He simply said.

"Oh" Clover blushed clearly embarrassed, she completely forgotten about that.

"Wait, wouldn't that mean that you transferred over when you were still in New York," Sam asked.

"Yeah, and just after we got to our new house last night, Aunt May insisted I come to school instead of helping her unpack today since I already missed many days of school during our flight."

"Well, you don't have to worry about her. Your uncle is helping her unpack so she's not alone," Alex said.

Peter's mood darken again, "Uncle Ben died before Aunt May and I moved here."

Alex mentally smacked herself, while both Clover and Sam gasped.

"How did it happen?" Clover asked.

Peter was silent; this was a painful subject to him. He may have been too young to remember his parents when they died, but his uncle had been both a role model and a father figure to him.

"If you don't want to talk about it, you don't have to." Sam assured him.

Peter nodded but stayed quiet the depressed look now glued to his face as he just stared at his plate.

All three girls suddenly had the same idea on their mind and huddle to share with each other.

"He really needs some cheering up," Sam began.

"Tell me about it, and it's my entire fault too, me and my big mouth."

"Oh Alex, you're way too hard on yourself, you didn't know, like, none of us knew. But anyways, it looks like we totally have the same thing on our minds. Am I right?" Clover asked.

Sam nodded, "So, what do you girls have in mind?"

Clover started first, "Why don't we take him around Beverly Center after school? That usually cheers me up when I'm feeling down. Plus he's new and all so we'd be basically showing him around. Not to mention he does need a new look. I mean look at him, he's just begging to get bullied here with what he's wearing. Let's not forget that Mandy has already targeted him. It's only a matter of time before some jerk does the same."

"I'm the same with Clover on this one. A tour could be what he needs to clear his mind; since I doubt taking him to a gym is gonna help much. What about you Sam, what were you thinking?"

Sam thought about it for a moment, after a while, she whispered her thoughts to Clover and Alex. They both smiled after hearing it.

"Sammy, that's a great idea," said Alex.

"Yeah, I mean, we could totally make them feel welcomed. Oh! I just thought of something totally awesome that can help with this!" Clover excitedly exclaimed, and shared her idea with her girlfriends.

It was settled then. The girls all nodded in agreement then snapped Peter out of his mood before resuming their conversation with him. After lunch, they all exchanged addresses with him saying if he ever wanted to hang out, he'd know where they lived.

With his first day at his new school finally over with, Peter got on the bus to return home. During the ride, Peter couldn't help but remise on his first day. Originally, he had been completely fine with simply getting the day over with so he could return to help Aunt May. It was still hard to believe that he actually had three friends now. Sam was someone he could really connect to mostly because of their love for science. Clover reminded him a lot about his crush Liz, but in the end was more down to earth then Liz ever was. And Alex felt like the sister he never had. Beverly Hills High also had a different atmosphere about it. Aside from Mandy, the girl he met during lunch, who Sam, Clover, and Alex warned to watch out for as well as her two goons, most of the students and teachers seemed nice. The school also had many interesting things too. Peter certainly was looking forward to that Photography Contest that Clover mentioned. It was safe to say that Peter was actually looking forward to school tomorrow. The last time he felt like that was during his Freshmen year at Midtown, the day before the field trip at Oscorp, where he later received his power after being bitten by that radioactive spider.

When the bus finally stopped at his neighborhood, Peter quickly left and raced towards his new house. Passing all the furniture and boxes still laying around their front yard, Peter opened the front door to their house and entered inside.

"Aunt May, I'm home," he called out and closed the door behind him.

"Peter?" An elderly woman who looked about in her late 40s entered the corridor from the living room, grasping an opened box in her hands.

"How was school dear?" Aunt May asked.

"It's was nice actually," Peter entered the kitchen, took off his backpack and left it on the kitchen counter. "I even managed to make a couple of friends," Peter said as he took the box from Aunt May and headed into the empty living room.

Aunt May was surprised at that. Back in New York, even though Peter hid it from them, both she and Ben knew that Peter had no friends while in school and was even bullied too. It hurt knowing there was nothing they could have done about that.

"Really? That's wonderful to hear Peter." Aunt May smiled and Peter smiled back as they both began to put things in place. A while later the doorbell rang, something neither one of them was expecting.

"Peter, did you invite someone over?"

Peter shook his head, "No Aunt May, I thought maybe you were expecting someone."

"Well, you'd best get that dear. It's probably one of our neighbors." Peter nodded and went to open the door.

Peter wasn't prepared for what was on the other side of the door. There standing on their front porch were Sam, Clover, and Alex, but they weren't the only ones. There were also 3 other women next to them. The woman next to Sam had white skin, green eyes and long brown hair styled the same as Sam's. The woman standing next to Clover had white skin, blue eyes and blonde hair styled exactly like Clover's the only difference was that her hair was a lighter shade then Clover's. Finally the woman beside Alex had brown eyes and dark brown hair that was styled similar to Alex's, the only defining difference between the two of them was their hair color, the woman's skin was darker then Alex's and her hair had more layers then Alex's. If it weren't for the fact that they looked older than them, the women could have been confused as the girl's twins.

"Sam? Clover? Alex?" Peter asked surprised which caused the girls to smile.

"Hi, you must be Peter Parker," said the woman who looked like Sam as she reach her hand out for a handshake which Peter took, unable to utter a single word.

"Clover and her friends told us all about you. It's a pleasure to meet you," said the Clover look alike with a smile. Peter merely nodded.

"So this is your new friend huh sweetie?" the woman next to Alex asked, "He's awfully cute, looks like I don't have to worry anymore now."

"Mom!" both Peter and Alex openly blushed at that.

"Peter, who's at the door?" Aunt May called from the living room then came to the entrance and stood next to her nephew.

"Oh I'm sorry how rude of us, my name is Gabriella and this is my daughter Samantha," said the woman next to Sam.

"I'm Stella and this is my daughter Clover," said one next to Clover.

"And I'm Carmen, this is my little Alex," said the one beside Alex.

"Hi Mrs. Parker, we're Peter's friends from school," said Sam. "He told us the two of you recently arrived at Beverly Hills. So we decided to come and help you two unpack."

Both Peter and Aunt May just stood at the doorway unable to say anything. Aunt May then smiled while Peter was still shocked. "Why thank you, that's very kind of you all. Please come in all of you," They both made room for their guests could enter. "Good thing I connected the coffee machine, I'll make us some," Aunt May said and made her way to the kitchen.

Everyone was busy at work, being the two strongest, Peter and Alex moved the furniture to their appropriate spots. The girls and their mothers also made sure to ask May where she wanted certain items placed. Aunt May meanwhile, couldn't help but watch Peter as he interacted with Sam, Clover, and Alex. He was actually enjoying himself and smiling, something she had not seen for a long time. She smiles thinking she had made the right choice moving them here and wished Peter's parents as well as Ben could have been here to see him. Eventually the only boxes left that had yet to be opened and unpacked were Peter's belongings. Immediately Peter insisted that he would personally do it himself.

"Are you sure dear? Wouldn't you like some help?" Aunt May asked concerned.

"Yes-Yes, I'm pretty sure! Don't worry Aunt May, it's not that much really. I can take care of it." Peter quickly said grabbing his few boxes as he started making his way up the stairs.

"Would you at least like some help with bringing the boxes to your room Peter?" Gabriella offered.

"Yes-I mean no, I'm good. Thanks for offering though"

Carmen then smiled, "Don't worry about him, he's probably embarrassed about the idea of a bunch of ladies unpacking his "things" if you know what I mean."

The women all laughed at Carmen's joke and Peter's face flushed red. He was glad he was halfway up the steps so they couldn't see his face.

"He's a really good boy. You raised him well May," Stella commented once Peter disappeared from sight.

Aunt May smiled, "We originally weren't that close, he was closer to Ben."

At the mention of his uncle, the girls remembered the other reason why they had planned this.

"Mrs. Parker, like I know it's none of our business or anything, but Peter mentioned about his parents' death as well his uncle's. But he didn't really go into detail about them. Could you tell us how it happened?" Clover asked.

Stella immediately scolded her daughter, "Clover! What a thing to say. It's not nice to ask a person to relive something they rather forget!"

Aunt May shook her head, "It's okay Stella, and they are Peter's friends now. Its best they know all they can about him so they can help him." Aunt May then looked up at the stairs where Peter just went up not too long ago. "Come, let's talk about this outside." She knew the pain still hurt her nephew; it was still hard on her as well. She just wanted to make sure Peter was out of earshot so at least he could be spared reliving those painful memories again. Outside, May and the girls' mothers sat on the porch's long chair while the girls all sat on the railings, despite Stella's disapproval. May then began tell them of Peter's childhood.

"Ben and I were always close to Peter's parents. They always used to visit a lot and even bring Peter along when he was still young." May smiled remembering the good times they used to share, but that smile soon faded. "That was until Peter was 4. Richard and Mary had dropped Peter off at our house because they had a business meeting they had to go to that was out of States or something. Who would have thought that would have been the last time we'd ever saw them."

"What happened?" Alex pressed on.

"The plane they were on had some difficulties and crashed." No one else said anything. "Ben and Richard were brothers and Ben was Peter's only living relative so we gained custody of Peter after that." May smiled again as she remised on the past, "I was afraid at first, I thought Peter's presence would have a bad impact on our marriage, but it ended up making us all closer than we ever were."

The girls and their moms could tell just by hearing this that Ben Parker sounded like a good person, which is why it was so hard for Sam to ask the next question.

"And what about Peter's uncle?"

Aunt May was silent for a moment before she continued on, "Ben had dropped Peter off at the library that day because Peter needed to do some research for a report he had for school. When he got home, Ben suggested I come with him to pick Peter up so the three of us could go on a family outing together afterwards." Aunt May paused for a bit to collect herself before she continued. "We had just parked our car when a thief came out of nowhere, pointed his gun at us and demanded we get out of the car." Everyone else was shocked at that next part, having not expecting it. Aunt May soon began to tear up, "It was all my fault, I was so terrified and could not calm down. That horrible man started getting impatient telling me to shut up and aimed his gun at me. Ben panicked and fought with him for gun." Aunt May began to sob lightly now as the girls' mothers all gave her physical support. "The gun went off on Ben during their struggle. That murderer ran off after that." Gabriella gently rubbed Aunt May's back. "The worst part was that Peter had to bear witness of that" None of them saw that part coming.

"He… saw… all of that?" Sam asked, but she wasn't sure she wanted to know.

Aunt May shook her head, "No, thank goodness that thief was long gone by the time Peter came. Ben died in both our arms before an ambulance could come"

Stella offered some kind words, "It wasn't your fault May, anybody would have reacted the way you did."

"Is that why you and your nephew moved here then?" Carmen asked.

"Yes, I was scared for both of our lives. That man may have been apprehended by the police, but what if one day something like that were to happen again? I also just couldn't bear to live in that house anymore. Ben and I have lived in it for as long as I could remember, it just held too many memories of him. Thank goodness our lawyer, Mr. Murdock was such kind man. He was able to get us the most out of Ben's life insurance. Some of it was used to cover Ben's funeral. I used rest along with the money from the house to move us here and enroll Peter to a new school here. Peter's lived in the city all his life, I didn't want to make it too big of a change on him."

"You made the right choice May," Gabriella assured her, "I would have done the same thing if I was in your shoes." The others soon joined in helping cheer up Aunt May as well as hide her tears from Peter before he returned.

Little did anyone know, was that up on the roof, Peter had been listening through the entire conversation having exited from the window to his room.

**AN: Sorry it took me so long to update everyone, this chapter really had me stumped. I knew how I wanted the chapter to go, I just didn't how I was going to get to those key points through their conversations and all. But I'm happy the way this chapter turned out. The Origin story is of my own creation from combining many other versions of it together. Of course this is merely a *censored* version. The true full version will be revealed but not till a very long time. Who was able to guess what Sam's idea was before it was revealed? :) Finally, just so we're clear, Alex is NOT joining in on the fight to win Peter Parker's heart. I just can't see the two of them in a romance relationship at all, only a brother-sister relationship.**

Next time on The Totally Amazing Spider-Man - The First Night:

That's right, Spider-Man is finally coming into play. To be honest, I'm super nervous. Writing Peter Parker may be easy, but writing Spider-Man is probably going to be something else. the worst part is that I now have my first action scene. I've never written these before so this chapter is going to be a challenge for me.


	4. Update

Hey all I just wanted to post and update, first of all let me apologize to all my readers who loves this story. Many things have happened in my life over here that have prevented me from writing the next chapter. I writing this to ensure you all that I'm still alive and living, and have NOT abandoned this story yet. For any that read my only chapter for my debut story, the same thing still applies. However since this story is more popular and in more demand, that story shall be place in the back burner for now until I finish with this one. Another issue I wanted to address is the changes to the already current chapters. In order to get back in the mode, I've went back and reread and edited Chapters 1 and 2. Both of these chapters only have minor changes from word placements as well usage of different words that still brings the original meaning and goal of the chapter.

Chapter 3 is the one that's getting the most changes of the rest. It stills follows the same path that its intended, however, the middle of the chapter as well as the chapter's ending have been changed severely. My reasoning will be explained while follow up on your reviews below:

**The Fox Boss: **She is a classic character of the franchise, I'll admit though that originally I had no plans on her showing up. However now, I'm actually considering it. She could help stir up the soon to be chaotic love triangle

**got2bAwesome: **I've seen many authors give there own take on the origin story of Spider-Man, so I figured "Why Not?" don't forget that its only half the story right now

**DanteTheDevilHunterAssassin: **I'm glad to hear it and hope I can continue to keep you interested

**Aztec 13 & Mercwiththemouth: **LOL I'm glad you both caught that tiny cameo I did there.

**Ndare-47: **You'll just have to keep on waiting and reading to see where I take it :)

**Justus80 & The Writer With a Mouth: **I've went back and reread some of the Spider-Man stories on here that are my favorites and inspirations. Right now I feel I'm up for the task, I just gotta know just what kind of wise cracks would the web head throw in certain situations

**Dragonskyt: **Hah a minute there I thought was going to see my first negative comment. And don't worry, the romance itself doesn't come into play until WAY later, right now, I'm just teasing both sides of the love triangle the best I can for those that ships that part :)

Finally, the review that I wanted to address the most:

**Bear of Cali: **for your first concerned, I completely agree on it and hence is why I've decided to rewrite Chapter 3 a bit. When I first was in the process of writing it. I also felt it was kind of out of character for Peter to do something like that and questioned weather I should have went on with or not. Hopefully my rewrite will address this problem while still keeping my intention for the chapter. for your second issue, right now they've only become friends, and its what the girls tend to do really, Usually they just bombard someone they're interested in questions after questions to get to know them better. For Peter's side, he's not really one to not answer questions unless they're more personal, would involve explaining about Spider-Man or just plain makes him feel uncomfortable. Third, We haven't even fully explored that part of the story yet to know about it. Since the origin is a combination of the classic original mixed in with some of my own touches to it, it still holds the same meaning. You'll just have to wait until I feel the time is right to fully bring out the entire full version. Lastly, just what sort of problems does my reasoning for both Peter and Aunt May moving to Beverly Hills have? I felt is was pretty air tight already. I'm not bashing you or anything. In fact, I welcome constructive criticism. But I'll would appreciate it if you addressed your concerns on this like you did for all your other concerns

Well that's all I wanted to say. You can reread Chapters 1 & 2 if you wish, but they both only have minor changes to them. The new Chapter 3 is want I want to know what you all feel on. if you decide to leave a review for the new Chapter 3, please post it on page for Chapter 3 instead of this update page. since once I finish writing Chapter 4, this update page will be deleted to ensure Chapter 4 ends up in its rightful place.


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